IR/Media Queries

Results of Offers to Bondholders and Admission to AIM

Results of Offers to Bondholders and Admission to AIM

Jan 31, 2017

NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (“RESTRICTED JURISDICTION”).

For immediate release 31 January 2017

Diversified Gas & Oil plc (“DGO”, the “Company” or the “Group”)Results of Offers to Bondholders and Admission to AIM

Further to the announcement made on 19 December 2016, Diversified Gas & Oil PLC, a US based gas and oil producer, confirms the results of the offers made to bondholders of the Company (“Bondholders”) which closed on 13 January 2017, conditional on the Company’s proposed admission to the AIM Market of the London Stock Exchange (“Admission”).

Acceptances received by the Company under the Buyback Share Offer and the Cash Alternative Offer (as defined in the announcement dated 19 December 2016) are as follows:

Number of Bonds (£)

Percentage of Bonds

Buyback Share Offer

198,000

1.86

Cash Alternative Offer

10,345,244

97.14

Outstanding Bonds

106,640

1.00

10,649,884

100.00

The Cash Alternative Offer will be funded from the proceeds of the placing on Admission. As a result of the Buyback Share Offer, 380,769 Bond Conversion Shares shall be issued on Admission. Given the level of acceptances received under the Buyback Share Offer, the Company has waived the condition contained within the Buyback Share Offer that any Bondholder accepting the Buyback Share Offer shall agree that they will only dispose of any interests in their Bond Conversion Shares for a period of 18 months following Admission through Mirabaud, in order to maintain an orderly market in the Ordinary Shares.

Bondholders accepting the Buyback Share Offer or Cash Alternative Offer have been paid the interest payment due on the Bonds relating to the quarter ended 31 December 2016, however, no interest will be paid to Bondholders accepting either the Buyback Share Offer or the Cash Alternative Offer in respect of future periods following 1 January 2017.

For those Bondholders who accepted the Buyback Share Offer, the Company expects that share certificates will be sent by first class post at the risk of the shareholder within 10 business days of Admission.

This announcement contains forward looking statements, which have been made after due and careful enquiry and are based on the Directors’ current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof. The Board believes that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables which could cause actual results or trends to differ materially. These forward-looking statements speak only as of the date of this announcement. Save as required by law, each of the Group and Smith & Williamson expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements.

Prior to making an investment decision in respect of the Ordinary Shares, prospective investors should consider carefully all of the information within the Admission Document. The Board believes the risks set out therein to be the most significant for potential investors. However, the risks listed do not necessarily comprise all those associated with an investment in the Company. In particular, the Group’s performance may be affected by changes in market or economic conditions and in legal, regulatory and/or tax requirements.

IMPORTANT NOTICE

Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (as amended) (“FSMA”).

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (“United States” or “US”). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement is not for release, publication or distribution, directly or indirectly, in or into a Restricted Jurisdiction. This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.

Smith & Williamson Corporate Finance Limited (“Smith & Williamson”) is acting as nominated adviser and joint broker to the Company and Mirabaud Securities LLP (“Mirabaud”) is acting as joint broker and no one else in connection with the proposed placing and admission to AIM (“Admission”) and neither Smith & Williamson nor Mirabaud will regard any other person (whether or not a recipient of this announcement) as its client in relation to Admission nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission. Apart from the responsibilities and liabilities, if any, which may be imposed on Smith & Williamson or Mirabaud by FSMA or the regulatory regime established thereunder, neither Smith & Williamson nor Mirabaud accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement respect, whether as to the past or the future. Smith & Williamson and Mirabaud accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of Admission or contents of this announcement or any such statement.